SanDisk 2005 Annual Report Download - page 117

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officer, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of
disclosure controls includes an evaluation of some components of our internal control over financial reporting,
and internal control over financial reporting is also separately evaluated on an annual basis for purposes of
providing the management report which is set forth below.
Report of Management on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining a comprehensive system of internal control
over financial reporting to provide reasonable assurance of the proper authorization of transactions, the safe-
guarding of assets and the reliability of the financial records. Our internal control system was designed to provide
reasonable assurance to our management and board of directors regarding the preparation and fair presentation of
published financial statements. The system of internal control over financial reporting provides for appropriate
division of responsibility and is documented by written policies and procedures that are communicated to
employees. The framework upon which management relied in evaluating the effectiveness of our internal control
over financial reporting was set forth in Internal Controls — Integrated Framework published by the Committee of
Sponsoring Organizations of the Treadway Commission.
Based on the results of our evaluation, our management concluded that our internal control over financial
reporting was effective as of January 1, 2006.
Our independent registered public accounting firm, which has audited the financial statements included in
Item 8 of this report, has issued an attestation report on management’s assessment of our internal control over
financial reporting which is included at page F-3.
Independent Registered Public Accounting Firm’s Attestation Report
The report required by this item is set forth at page F-2.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is set forth under “Business-Executive Officers” in this report and under
“Election of Directors” and “Compliance with Section 16(a) of the Securities Exchange Act of 1934” in our Proxy
Statement for our 2006 Annual Meeting of Stockholders, and is incorporated herein by reference.
We have adopted a code of ethics that applies to our principal executive officer and principal financial and
accounting officer. This code of ethics, which consists of the “SanDisk Code of Ethics for Financial Executives”
section of our code of ethics that applies to employees generally, is posted on our website, www.sandisk.com. Our
code of ethics may be found on our website as follows:
• From our main Web page, first click on “Corporate” and then on scroll down and click on “Business Conduct
and Ethics.”
• Next, click on “SanDisk’s Worldwide Code of Business Conduct and Ethics Policy.”
• Finally, scroll down to Part IV, “SanDisk Code of Ethics for Financial Executives.”
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or
waiver from, a provision of this code of ethics by posting the required information on our website, at the address and
location specified above.
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